1.1.  These Terms of Use (“TOU”) are entered by and between you (hereinafter “Company”, “You” and the phrase “Your” constructed accordingly), either an individual or a legal entity that You represent as an authorized employee or agent (including Platform Administrator, Platform Manager, Platform User and Platform Financial), and ADPOS.

1.2.  BY TICKING ON “I ACCEPT THE TERMS OF USE AND THE PRIVACY POLICY” BOX AND SIGNING UP AND CREATING AN ACCOUNT WITH ADPOS, YOUR ACCEPTANCE INDICATES YOUR ACKNOWLEDGEMENT TO BE BOUND BY THE TOU AND THE PRIVACY POLICY ON THE DATE OF SUCH ACCEPTANCE (the “Effective Date”). THIS ACTION CREATES AN ELECTRONIC SIGNATURE THAT HAS THE SAME LEGAL EFFECT AS A HANDWRITTEN SIGNATURE. YOUR CONTINUED USE OF THE SERVICE AND THE PLATFORM PROVIDED BY ADPOS MEANS THAT YOU HAVE READ, UNDERSTOOD, ACCEPTED AND AGREED TO ALL OF THE TOU AND THE PRIVACY POLICY.

1.3.  If You are handling and signing the TOU on behalf of Your employer, partner or any other entities, You shall guarantee that You have obtained a lawful and valid authorization and represent and warrant that: (i) You have full legal authority to bind Your employer, partner or the applicable entity to the TOU; (ii) You have read and understand the TOU; (iii) You agree on behalf of the party that You represent to the TOU; and (iv) You are over 18 years of age. If You don’t have the legal authority to bind Your employer or the applicable entity please do not tick the “I accept the Terms of Use and the Privacy Policy ” box.

2.1.  Affiliate means in relation to a party, any entity that controls, is under the control of, or is under common control with, that party, where control means the direct or indirect ownership of more than 50 percent of the voting capital or similar right of ownership of that party or the legal power to direct or cause the direction of the general management and policies of that party, whether through the ownership of voting capital, by contract or otherwise, and controls and controlled shall be interpreted accordingly.

2.2.  Account means Your account while accessing and using the Service and the Platform.

2.3.  ADPOS Policy means any Platform guideline, usage policies, or restrictions that are made and published by ADPOS and apply to You from time to time. ADPOS Policy is forming a part of the TOU and You are subject to the ADPOS Policy during the Term of the TOU.

2.4.  Cards or Virtual Credit Cards means unique card numbers with CVV codes and expiration data without physical cards that issued by card issuers. Solely for the purpose of the TOU, Cards can be only used to pay advertising fees on major online advertising platforms.

2.5.  Platform means the ADPOS Virtual Credit Card Management Platform located at https://portal.adpos.io and operated by ADPOS.

2.6.  Platform Administrator means You or a user duly authorized by You with permission to access ADPOS dashboard, to manage Cards and check transaction records of Cards, and to manage permission for other authorized users.

2.7.  Platform Manager means a user duly authorized by You with permission to manager Cards and check transaction records of Cards.

2.8.  Platform User means a user duly authorized by You with permission to use Cards allocated by Platform Administrator and check transaction records of Cards.

2.9.  Platform Financial means a user duly authorized by You with permission to access ADPOS dashboard and check transaction records of Cards.

2.10.  Personal Data means any information relating to a data subject, defined herein as an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

2.11.  Service means the ADPOS Virtual Credit Card Management Service provided by ADPOS in accordance with the TOU.

3.1.  Both Parties may subsequently conclude separate written agreements with regard to specific terms of the Service. The written agreements shall have the same legal effect of the TOU and shall be regarded as a part of the TOU. In the event of a contradiction between this TOU and the written agreements, the latter one shall prevail.

3.2.  ADPOS reserves the right to change or modify any of the terms and conditions contained in the TOU at any time, in its sole discretion. Your continued use of any part of the Service following such changes or modifications will constitute Your acceptance of such such changes or modifications.

4.1.  To use the Service, You must complete the Account registration process by providing ADPOS with the most current, complete and accurate information as required by the registration form, including Your email address (username) and password.

4.2.  You shall protect the confidentiality of the passwords and username issued ADPOS and take full responsibility for Your own, and third party, use of Your password or or Account. From time to time, ADPOS’ (or its wholly owned subsidiaries’) support staff may the Service under Your username in order to maintain or improve the Service, including provide You You assistance with technical or billing issues. You hereby acknowledge and consent to to such access.

4.3.  For KYC purpose and the purpose of this TOU, You are required to provide detailed and accurate personal data (including company registration number, personal ID, contact information and bank account information) after Your successfully registration of the Account.

4.4.  As a part of the Service, You can act as a Platform Administrator to manager your ADPOS Account and invite You employees or team members to act as Platform Manager, Platform User or Platform Financial (together referred to as “Authorized Users”), and register their sub-accounts under and subject to Your ADPOS Account. Authorized Users’ use of the Service and the Platform is also subject to the TOU and it’s Your duty to remind them to use the Service and the Platform adhere to the TOU and applicable ADPOS Policy.

4.5.  You are fully and solely responsible for any and all activities that occur on, or otherwise in connection with Your Account and use of the Service, either by You, Authorized Users or any other party who accesses You ADPOS Account.

4.6.  You agree to immediately notify ADPOS of any unauthorized use of any of Your Account or passwords, as well as any other security breach related to Your Account.

5.1.  After successfully registering the ADPOS Account and ADPOS’ checking and approving Your KYC information, ADPOS will make the Service and the Platform available to You.

5.2.  By using the Service and the Platform via Your ADPOS Account, You and Authorized Users can create, top-up, withdraw, manage and terminate Your Cards and access ADPOS dashboard to check the real-time transaction data and records. You can also collect payments from ad networks that have cooperated with ADPOS, by topping up Your Account directly.

5.3.  The Service and the Platform provide You and Authorized Users with the ability to access Cards and purchase online advertising services provided by third parties with Cards. You hereby acknowledge and confirm that You are fully responsible and liable for all purchases and transactions settled by Your Cards, as well as all denial and failure of the purchases and the transactions. You may be imposed a penalty or Your use of Account and Cards may be banned by ADPOS if Your transactions have been denied or rejected several times or You use ADPOS Account and Cards to purchase other services or products besides online advertising service in accordance with this TOU and ADPOS Policy.

5.4.  You will be allocated with Card number and CVV INFORMATION DURING YOUR USE OF THE SERVICES AND THE PLATFORM AND YOU UNDERSTAND THE ABOVE INFORMATION IS critical PAYMENT information and the leakage of this information will lead to unauthorized charge and SERIOUS economic damages. YOU ARE SOLELY AND FULLY LIABLE FOR ANY cards information leakage and any consequences ARISEN therefrom.

5.5.  You hereby understand and acknowledge that ADPOS is a Virtual Credit Cards management service provider rather than a Virtual Credit Cards issuer or provider or manufacturer of service or product You purchased via Cards, and ADPOS shall not be held liable for the service or the product You purchased.

5.6.  You are able to access third party website or service, owned and operated by an independent party which ADPOS has no control. Any website or service You make to be at Your own risk. Any use of the third party website or service will be subject to and any information You provide will be governed by the terms of the third party website.

5.7.  ADPOS may modify the Service and the Platform at any time, including adding or removing functionality or imposing conditions on use of the Service and the Platform. ADPOS will notify You of material adverse changes in, deprecations to, or removal of functionality from, the Service or the Platform that You are using.

5.8.  Use Restrictions

You may only use the Service and the Platform for business purposes. You must not, and must not enable or allow Authorized Party or any third party to:

5.9.  ADPOS will provide You with support to resolve general issues relating to Account and your use of the Service and the Platform through help center and documentation that ADPOS makes available on ADPOS website. ADPOS’ support is also available by contacting ADPOS at contact us.

6.1.  Your can make deposits to Your wallet to remain balance at Your demand at through the Platform. The balance of Your wallet is the amount after deducting fees to be born by You (such as wire transfer fees charged by banks or service fees charged by payment service providers) from the deposit amount actually received by ADPOS. You can purchase Cards cap, cap, create Cards and top-up Cards using the wallet balance.

6.2.  You can get alerted when the available balance falls below a amount You set through Your Account.

6.3.  You will need to pay for Cards opening fees for Your purchase of Cards cap, which will be deducted from Your wallet balance directly. The Cards opening fees are stated on APOS price page, unless You and ADPOS otherwise agree in writing. ADPOS may revise the Cards opening fees at any time. If ADPOS revises the Cards opening fees, ADPOS will notify You at least 15 days before the revised Cards opening fees apply to You.

6.4.  Besides the Cards opening fees, transaction fees at a certain ratio will be charged and deducted from Your Cards directly, for each single transaction. The transaction fees will be stated on Cards creation page, unless You and ADPOS otherwise agree in writing. ADPOS may revise the transaction fees at any time. If ADPOS revises the transaction fees, ADPOS will notify You at least 15 days before the revised transaction fees apply to You.

6.5.  ADPOS may impose a penalty at ADPOS’ sole discretion if any of Your use of the Service or the Platform is against this TOU and ADPOS Policy. Once a penalty on You applies, ADPOS is entitled to deduct the amount equal to such penalty from Your wallet balance directly.

6.6.  The Cards opening fees and transaction fees exclude all taxes and fees, except as the ADPOS pricing page states to the contrary.

7.1.  ADPOS strongly encourages You to arrange Your budgets for each Cards reasonably, however, You can still withdraw the available amount from Your Cards to Your wallet or Your designated account and terminate Your Cards irrecoverably on the condition that all fees and costs incurred from such withdrawal and refund to be borne by You.

7.2.  You can contact ADPOS to request a refund of all wallet balance to Your designated account via email provided that You have fully ceased Your use of any Cards through the Service and the Platform. ADPOS will make such a refund adhere to Your request after 14 business days from Your cease of use to Your designated account.

7.3.  Please do not delete Your Cards before withdrawing all remaining wallet balance and monitoring it for at least 14 BUSINESS days. This will prevent you from not being able to receive refunds that are on the way. YOU UNDERSTAND THAT IT’S AT YOUR OWN RISK TO DELETE A CARD BEFORE RECEIVING ALL REFUNDS AND YOU ARE NOT ALLOWED TO CLAIM FOR THE UNREFUNDED AMOUNT AFTER YOUR DELETION OF A CARD.

7.4.  ADPOS reserves its right to refuse Your request to refund all wallet balance to Your designated account without violating this TOU if You are found in serious violation of ADPOS Policy.

Each party will maintain commercially reasonable administrative, technical, and physical controls designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for Your use of the Service and the Platform.

9.1.  The TOU shall commence on the Effective Date and shall remain in force unless terminated by either Party in accordance with this Clause 9.

9.2.  Your Termination. You may terminate the TOU at any time by stopping the use of the Service and the Platform and closing Your ADPOS Account. If after such termination You use the Service and the Platform again, the TOU will apply with an Effective Date that is the date on which You accepted the TOU as per Clause 1.2 of the TOU.

9.3.  ADPOS Termination. ADPOS may terminate the TOU or close Your ADPOS Account time for any or no reason by notifying You. If ADPOS terminates the TOU without cause, ADPOS will refund all wallet balance to You within a reasonable time confirmed by both parties.

9.4.  Termination for Material Breach. Either party may terminate the TOU immediately upon notice to the other party if the other party materially breaches the TOU, and if capable of cure, does not cure the breach within 10 days after receiving notice from the non-breaching party specifying the breach.

9.5.  Unless stated to the contrary, termination of the TOU will not affect any other written agreement between You and ADPOS.

Subject to the TOU, ADPOS grants You a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Service, the Platform, and ADPOS’ documentation, as long as Your access and use is (a) solely as necessary to use the Service and the Platform; (b) solely for Your business purposes; and (c) in compliance with the TOU.

All intellectual property rights (including, without limitation, copyright, trademarks, patents, design rights, and all other forms of intellectual property rights existing in the world) displayed on the Platform and ADPOS website are owned by or licensed to ADPOS.

12.1.  When You provide Personal Data to ADPOS, or authorize ADPOS to collect Personal Data from You, You must provide all necessary notices to and obtain all necessary rights and consents from the applicable individuals (including You and the Authorized Users) sufficient to enable ADPOS to lawfully collect, use, retain and disclose the Personal Data in the ways the TOU and ADPOS Privacy Policy describe. ADPOS will not sell or lease Personal Data that ADPOS receives from You to any third party.

12.2.  ADPOS shall have the right to use all necessary data, including Personal Data collected from You and any data (such as transaction data) collected during the Services or otherwise pursuant to the TOU (i) to perform its obligations and enforce its rights under the TOU; (ii) to operate and improve the Service and Platform; (iii) to detect frauds; and (iii) for analytics and general reporting or research purposes, notably as part of the Service and Service enhancement. You grant to ADPOS a worldwide, perpetual, irrevocable, non-transferable, non-exclusive, royalty-free license to use any such data for the purposes set forth herein.

You represent as of the Effective Date, and warrant at all times during the Term, that:

(a)  You are not a minor under applicable law or You are over 18 years old of age.

(b)  You have the right, power, and ability to enter into and perform under the TOU.

(c)  You have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of Your business and to allow You to access and use the Service in compliance with the TOU.

(d)  Your employees, contractors, agents and Authorized Users are acting consistently with the TOU.

(e)  Your use of the Service and the Platform does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of information in connection with the Service.

(f)  You comply with ADPOS Policy.

(g)  You do not use the Service and the Platform to conduct a restricted purpose set out in ADPOS Policy.

(h)  all information you provide to ADPOS, including the information for registration and KYC purpose, is accurate and complete.

You will defend ADPOS against any claim, loss, liability or cost made against any of ADPOS Parties to the extent arising out of or relating to:

(a)  Your breach of any of your representations, warranties or obligations under the TOU.

(b)  Your use and Authorized Users’ user of the Service and the Platform.

(c)  any unauthorized access to Your ADPOS Account.

ADPOS provides the Service and THE PLATFORM “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in THE TOU, and to the maximum extent permitted by Law, ADPOS does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under THE TOU, the Service AND the PLATFORM, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability, UNINTERRUPTION and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. ADPOS IS not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Service OR your ADPOS Account, or your failure to use or implement anti-fraud or data security measures. Further, ADPOS IS not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Services AND THE PLATFORM in a way that is inconsistent with THE TOU or ADPOS POLICY; (b) unauthorized access to server or THE PLATFORM; (c) Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Service (e) errors, inaccuracies, omissions or losses in or to any TRANSACTION DATA; OR (F) TRANSACTION YOU MADE WITH THIRD PARTY USING THE SERVICE AND THE PLATFORM AND THE DENIAL OF THE TRANSACTION BY CARDS ISSUER.

To the maximum extent permitted by applicable laws, ADPOS will not be liable to You in relation to the TOU or the Service during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding $1,000 USD.

17.1.  The TOU and any dispute, controversy or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California.

17.2.  Any dispute arising or in connection with the TOU will be resolved through friendly consultation between the parties. In case no settlement can be reached, the disputes will be determined by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The International Expedited Procedures of the International Centre for Dispute Resolution shall apply regardless of the amount in dispute. All disputes shall be heard by a single arbitrator. The place of arbitration shall be San Francisco. The language of the arbitration shall be English. The arbitration award will be final and binding on both parties. During the course of arbitration, the TOU shall continue to be performed except for the part which the parties are disputing and which is undergoing for arbitration. In the event that any provision of the TOU is held to be invalid or unenforceable, the remaining provisions of the TOU remain in full force and effect. The prevailing party shall be entitled to recover from the non-prevailing party all costs and expense related to such arbitration (including but without limitation to reasonable attorney’s fees and costs, arbitration fees and costs, notarization fees, investigation fees, litigation preservation fees, travel expenses, etc.).

ADPOS may modify all or any part of the TOU and ADPOS Policy at any time by posting a amended version of the TOU and ADPOS Policy on ADPOS website or by notifying You. The amended TOU is effective upon posting or, if ADPOS notifies You, as stated in the notice. By continuing to use the Service and the Platform after the update date of any modification to the TOU, You agree to be bound by the modified TOU.

19.1.  You can contact ADPOS via support@adpos.io.

19.2.  ADPOS may send You communications by physical mail or email listed in the applicable ADPOS Account. A Communication ADPOS sends to You is deemed received by You on the earliest of (i) when posted to the ADPOS website or You dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.

19.3.  You may not assign or transfer any obligation or benefit under the TOU without ADPOS consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If You wish to assign the TOU, please contact us. However, ADPOS may, without your consent, freely assign and transfer the TOU, including any of its rights or obligations under the TOU. The TOU will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.